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Form 4 Dave & Buster's Entertai For: Jun 29 Filed by: MORRIS CHRISTOPHER DANIEL

July 5, 2022 5:19 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
MORRIS CHRISTOPHER DANIEL

(Last) (First) (Middle)
1221 S. BELT LINE RD., SUITE 500

(Street)
COPPELL TX 75019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Dave & Buster's Entertainment, Inc. [ PLAY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/29/2022   A   14,806 A $ 0 14,806 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) 06/29/2022   A   98,706     (1)   (1) Common Stock 98,706 (1) $ 33.77 (1) 98,706 D  
Stock Option (Right to Buy) (2) 06/29/2022   A   29,612     (2)   (2) Common Stock 29,612 (2) $ 33.77 (2) 29,612 D  
Performance Stock Units (3) 06/29/2022   A   157,931     (3)   (3) Common Stock 157,931 (3) $ 0 (3) 157,931 D  
Performance Stock Units (4) 06/29/2022   A   98,706     (4)   (4) Common Stock 98,706 (4) $ 0 (4) 98,706 D  
Explanation of Responses:
1. Vests in equal installments on June 29, 2022, 2023, 2024, 2025 and 2026.
2. This grant is subject to Mr. Morris open market purchase of an aggregate of $1 million in the Registrants common stock, par value $0.01 per share (the "Common Stock") during an open trading window on or before October 14, 2022 (or the next available open trading window if the preceding trading windows are closed). Subject to the foregoing condition, the options vest in equal installments on June 29, 2022, 2023, 2024, 2025 and 2026.
3. Represents the Target Achievable performance-based restricted stock units ("PSUs") for the five-year performance period from June 29, 2022 through June 29, 2027. The number of PSUs earned will equal to the Target Achievable PSUs if the Companys Common Stock share price is greater than or equal to $67.54, based on the volume-weighted average price for the sixty (60) consecutive trading days ending on the June 29, 2027 ("Target Price"). Early vesting may occur upon achievement of the Target Price prior to June 29, 2027. Upon the 1st early achievement of the Target Price, 25% of the PSUs will vest 1 year after such date; 25% of the PSUs will vest on 2 years after such date; and 50% of the PSUs ("Remaining PSUs") will vest on June 29, 2027. Upon the 2nd early achievement of the Target Price, 50% of the Remaining PSUs will vest 1 year after such date; and 50% of the Remaining PSUs will vest on 2 years after such date. No early vesting shall occur later than June 29, 2027.
4. Represents the Target Achievable performance-based restricted stock units ("PSUs") for the five-year performance period from June 29, 2022 through June 29, 2027. The number of PSUs earned will equal to the Target Achievable PSUs if the Companys Common Stock share price is greater than or equal to $101.31, based on the volume-weighted average price for the sixty (60) consecutive trading days ending on the June 29, 2027 ("Target Price"). Early vesting may occur upon achievement of the Target Price prior to June 29, 2027. Upon the 1st early achievement of the Target Price, 25% of the PSUs will vest 1 year after such date; 25% of the PSUs will vest on 2 years after such date; and 50% of the PSUs ("Remaining PSUs") will vest on June 29, 2027. Upon the 2nd early achievement of the Target Price, 50% of the Remaining PSUs will vest 1 year after such date; and 50% of the Remaining PSUs will vest on 2 years after such date. No early vesting shall occur later than June 29, 2027.
Sherri M. Smith, Attorney-in-Fact 07/05/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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